The Shadowed Sun
by Misbegotten Misfit
Summary: Sky was unable to rescue Bloom from evil so the Winx, Heroes, and Teachers had to find another way to stop Darkar. In the process of trying to escape Realix before it collapsed Helia, Bloom, the Trix, and Lord Darkar are trapped. Darkar is destroyed but the Shadow Fire lives on, but in who?
1. A Destiny Rewritten

**Auth0r's N0te: i watched all 0f seas0n's 0ne and tw0 again just t0 write this. and yes, i like the 4kids versi0n. this is g0ing t0 take place at the end 0f seas0n 2 during the last epis0de. Bl00m d0esn't turn g00d again, and i'm actually g0ing t0 give a reas0n why everyb0dy's suddenly 0ut 0f Realix and what happened t0 Darkar and the Shad0w Fire. After that things get really exciting! **

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><p>"He doesn't know anything!" Lord Darkar shouted to Bloom.<p>

All acted as though he'd not even spoken because their attention was on Sky.

The blond continued, "I know what your heart is like. I've felt it! Your heart is full of light, Bloom."

He gazed deep into Bloom's eyes, not their usual warm blue but golden and cat-like, with a look of such sincerity and pleading it could soften even the most stone cold heart.

"Your heart is so pure and good that it saved me."

Bloom's expression became unsure with every word. He was getting through to her.

"You didn't let me go and I'm not going to let you go, so you have to fight this, Bloom! You have to break free! You have to come back because…"

Sky's voice trailed off and tears formed in his eyes as he said something he should have said a long time ago, "I… love you."

Everybody gasped at his words, astonished. He'd used the last of his strength to say those three words.

"Sky!" Brandon shouted, watching his best friend collapse.

"It looks like his time's up, in fact, all your time's up!" Darkar intruded on the tender moment.

Bloom hesitated, her eyes flashing between their usual blue and the evil gold. Meanwhile, the teachers arrived in Realix. Faragonda and Griffin watched what was happening.

"She's fighting the darkness." Alfea's Head Mistress stated.

Ms. Griffin hmmed and said, "Yes, but what if she loses?"

Faragonda's expression became grim, "Then we do whatever's necessary to prevent the Ultimate Power from falling into the wrong hands."

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><p>"Bloom!" Darkar demanded, his voice actually holding some worry. Whether that worry was for her or that his power would slip away was anybody's guess. The distraction though proved beneficial for the group of teens that had followed the two into Realix. The spell that had held the Heroes and Winx to the ground broke in the moment of distraction, setting them free.<p>

Bloom shut her eyes tightly and growled in frustration. When she opened them again they burned with golden malevolence and her pupils had manage to become even thinner slits. An evil smile spread across her face as she prepared to hand over the Ultimate Power to her dark lord, "Yes, Lord Darkar."

"Bloom, no!" Stella pleaded, but the sun fairy's plea was ignored.

A blast of dark purple energy flew through the air and struck Dark Bloom, sending her into stone pillar. She crumbled to the ground in a heap and the Ultimate Power disappeared as it's wielder fell unconscious.

"No!" Darkar roared, spitting fire at the group. The realm of Realix shook and the floating ruins began to fall and crumble.

Faragonda and Griffin, who had blasted Bloom, put up a protective barrier between the stream of fire and the teens.

"What do we do now?" Flora asked in dismay.

Layla spoke up, "We give it everything we've got and hope for the best."

"The probability of succeeding is at an all-time low. There's no way we can win without Bloom, even if we converge our Charmix." The familiar British voice of Techna informed them.

"Well, we've gotta at least try!" Layla protested.

"I'm in." Musa agreed.

Stella nodded, "Count me in too!"

Together, the girls activated their Charmix and power converged, creating a blast of energy that rocked the foundation of Realix, causing it to begin total collapse.

"We've gotta get out of here before this whole place comes down!" Brandon shouted.

Timmy grabbed Riven and helped him through the portal. Griffin and Faragonda followed the girls out. Darkar shot another stream of fire at Codatorta as the teacher made his way to help Sky but Helia used his Laser String Glove to grab hold of Darkar and pull him back, his stream of fire breath being redirected and missing Red Fountain's head teacher. As Helia held Darkar back Codatorta got Sky safely through the portal. The group saw the Shadow Phoenix break free of the laser strings and turn on Helia just as the Pixies could no longer hold open the portal and it sealed shut.

"Helia!" Flora rushed towards the portal with tears cascading down her cheek, but she wasn't quick enough to reach the portal before it closed.

She turned to the Pixie Elders, "We have to go back for him!"

"I'm sorry, Flora, but the portal can't be reopened from this side." Athena told her sadly.

Stella came forward angrily, "What about Bloom?!"

"I'm afraid there's no saving any of them now." Ms. Griffin replied.

Faragonda sighed, "There's nothing we can do now. We need to return to Alfea and inform their families of what happened."

Reluctantly the group left Shadow Haunt and returned to the fairy school. Everybody cried that day for their lost friends.

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><p>Meanwhile, the battle in Realix still raged despite the realm falling to pieces around the few who remained. Darkar rounded on Helia and breathed fire at the boy, fuelled by his rage. The Trix were now back up and preparing to join the fight once more, shooting a blast of icy magic at the evil phoenix.<p>

The bird turned to them and opened its mouth to shoot more fire, but laser strings wrapped around its neck, preventing the attack. The magic built up in Darkar's body, unable to escape and too late to stop. The Shadow Fire burned and writhed inside his phoenix body, growing stronger and stronger with each passing second. Eventually the power became too much and burned away Darkar's body to find its freedom. The Lord of Shadow Haunt was destroyed instantly as the energy exploded, enveloping the entire realm in an epic dark magic burst. When the energy faded all occupants of the realm were nowhere to be see and the place itself was completely destroyed.

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><p><strong>the name 0f this st0ry is actually a reference t0 an existing b00k. Als0, its a hint. Helia's name means "sun" and this st0ry is ab0ut evil and shad0ws and darkness. <strong>

**h0pe y0u enj0yed the chapter. read and review if y0u want m0re. **


	2. All That Glitters

**AN: i had this awful dream last night the i w0uldn't get t0 finish watching seas0n 3 0f winx club because watchcartoononline didn't have the 4kids versi0n. i'm glad it was 0nly a nightmare. **

**Here, have a new chapter.**

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><p><em>"Helia…"<em>

He stirred slightly, vaguely aware of the strange voice that had called his name.

_"Helia."_

Slowly he opened his eyes and his vision came into focus.

_"Wake up, Helia."_

The teen sat up and ran a hand through his hair. After a few moments of allowing his mind to catch up to his body he was focused enough to take in his surrounds. The place he was in didn't look much like a place at all, really. He was on a strange platform that seemed to be made of energy. The sky and everything around him was white with fluctuating pale pastel colors. It was beautiful.

_"Helia."_

He turned in the direction the voice was coming from. In front of him, floating just off the surface of the platform, was a humanoid being that appeared to be made entirely of black fire with burning crimson eyes. It looked extremely out of place in the light environment.

"What are you?" Helia asked the creature.

A large evil grin split its face, looking as though it'd been torn out of its flame skin, _"**I **am the Shadow Fire. Congratulations, Helia. You destroyed Darkar. You've proven your strength and as such you will become my new host."_

"I don't think so." He stepped back, shaking his head. He prepared his Laser String Glove, which he was now suddenly wearing. His outfit had changed as well. When he'd woken up he'd been wearing his casual clothes, but he was now in his Red Fountain uniform.

The Shadow Fire's grin slipped away, leaving nothing where the mouth had been ripped out, and it glared at him, _"You don't **get** a **choice**."_

It launched itself at him, blast of dark magic ready. Helia dodged the magic attack, but was tackled by the Shadow Fire. The force of the attack was enough to throw them off the platform. As they fell the Shadow Fire clawed at Helia but he grabbed its wrists and threw it off.

The two collided with another platform that hadn't been there a second ago. Helia was immediately back on his feet. The Shadow Fire shrieked in frustration and shoot a powerful fire blast at him. It hit him square in the chest and sent him off the platform, but there was now another platform there to catch him. The monster shot after him and tackled him to the ground.

**_"Stop fighting! The only way you'll win this battle is over my dead body!" _**it screamed at him.

Helia shoved the thing off of him and got to his feet, using his arm to wipe away the blood that trailed from the corner of his mouth, "I am against killing, but if that is what it takes then that is what I'll have to do."

_"**What**, do you think you're going to kill me and return to your weak **stupid** little fairy girlfriend? **News flash, Hero**: she thinks you're **dead**!"_ it laughed evilly, taunting him.

His grip tightened on the sword that was now in his hand. He rushed toward the Shadow Fire as it laughed and swung the sword, cutting it in half diagonally, from shoulder to hip. Its crimson eyes grew wide at the attack, but more at the fact that the attack actually did damage. The creature fell flat against the platform. Helia glared down at it, raising his sword to stab the monster.

It growled at him and spat one final curse as the sword was plunged into it, _"You will never see her again. **Ĉiuj viaj pensoj mi nun stampi!**" _(English translation: "All your thoughts, I now seal!")

With that last sentence the creature that was the Shadow Fire died. But, as anybody who's taken a middle school science class would know, energy cannot be created or destroyed. The power, no longer having a consciousness to govern it, dispersed into the very area itself. All the light and shining colors turned dark with the dark energy that was becoming a part of the place. As the dark energy spread something happened to Helia as well.

It felt as though he'd been set on fire from the inside. He fell to the platform in agony. He began to fade, to sink into the place itself and become a part of it along with the energy of the Shadow Fire. The place he was in didn't really look like a place, and that's because it never was. This place was actually Helia's soul, and what had just transpired was a confrontation between two minds fighting for control. He'd won, but at a terrible price.

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><p>Despite the tragedy that had taken place just hours before Alfea still had their end of the year celebration. The students partied in the courtyard harder than they had all year. Well, most of the students that is. Most of Alfea's students were unaware of the loss that had happened in Realix. They knew that Darkar was gone but had no idea that it had cost them two of their friends.<p>

The few that knew of this were not much in the mood for partying. Sky and Riven were in the hospital and Musa, Brandon, and Stella were with them. Techna and Layla has gone to sleep when they got back, depressed. Flora sat on the balcony of her room, watching the clueless party goers sadly. Seeing the celebration only made her think back to the parties with her friends and the day she met Helia at the opening ceremony of Red Fountain's new campus. He had been the first she had every loved and she knew she'd never feel the same way about anyone again. Just thinking about him brought tears to her eyes.

"Everything alright?"

Flora turned to see a sad Stella. She wiped away her tears and smiled a little, but it didn't reach her eye, "Thinking about Helia."

Stella stood next to her on the balcony, "Who knows? Maybe they're still out there and they'll find their way back some day."

"Maybe…" Flora sighed, looking to the endless expanse of stars in the night sky.

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><p>The first thing he was aware of when he woke up was that he was laying on something hard. Opening his eyes revealed that the hard surface was actually a floor made of stone. He cast his gaze to the high arched ceiling above him. This place seemed familiar but he just couldn't place it. He got up and began walking through the halls of the strange place… castle? Was it a castle?<p>

As he walked he took in what he saw. The halls too had arched ceilings. It was oddly dark. One look out of one of the holes that served as a window told him that the building was suspended high above something and attached to a cave ceiling. What it was suspended above though was shrouded in fog. He kept walking.

Eventually he reached a part of the hall that had collapsed. _No, that's not right._ His mind told him. The ceiling looked more like it'd been destroyed by something. He wondered what. As he stepped around the rubble he saw a pile of ashes on the ground and approached it.

_Kerbog flew out of the cloud as he reverted to his original form._

_"Let's get that thing!" somebody, a woman, shouted._

_As he flew frantically away two blasts of magic hit him and reduced him the ash._

What was that? It was like a memory, but it couldn't have possibly been his own memory. He had the distinct impression he wasn't there for that event.

"Kerbog…" he whispered aloud and he knelt down and extended a shaking hand toward the ash pile.

A spark of crimson magic suddenly jumped from his fingers and landed on the ash. Startled, he fell back and hurriedly moved a foot or two away from the now glowing ashes. The dark magic engulfed the ash pile and it glowed brightly for a moment before fading completely. In place of the ash was now a strange creature that looked something like a mixture between a bat and a bird.

It looked up at him, or at least he thought it did. The creature had no face. They stared(?) at each other for a moment, then he moved toward it. He sat in front of it with his legs tucked under him, reaching down and petting the odd beast.

He smiled and said the little monster's name, "Kerbog."

He stood, picking up the creature and cradling it in one arm. There was a moment of hesitation before he waved his other hand over the ruins of the hall, using his dark power to repair it. _The Shadow Fire_, something in the back of his mind explained. With the hall restored he continued to explore. Eventually he reached a door and entered the room to see what it held.

The room had a few shelves and a table littered with various books and scrolls. On the far side of the room was a full length oval shaped mirror. It reflected his appearance and he stared at it thinking, _That's me…? So that's what I look like…_

The reflection was that of a teen. He was probably about 17 actually. Yes, that number feels right. His hair was long and dark, but the light gave it a blue tinge, and it was bound in a loose ponytail that rested on his shoulder and chest. His skin was fair and he had blue eyes. His outfit consisted of a black suit of skin tight leather armor with metal detailing, as well as a tattered black cloak(cape?) that was attached to the armor at the shoulders. He had a metal crown that appeared to be layered. He was a handsome young man to say the least.

He put a hand to the reflection and sighed, "Now if only I knew who I was…"

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><p><strong>remember that 0ne epis0de where Farag0nda explains that s0me p0wers are s0 p0werful that they're alive and c0ntr0l the pers0n instead 0f the pers0n c0ntr0lling them? And that's h0w she explained Darkar and the Shad0w Fire? y0u guys remember that?<strong>

**well, i d0 because i just finished seas0n 2 again. i th0ught i'd use that t0 make s0mething interesting. s0, Helia gets t0 fight the c0nsci0us entity 0f the Shad0w Fire in a battle f0r s0le c0ntr0l 0f his b0dy. by the way, in case anyb0dy was curi0us, the language that the Shad0w Fire's curse was in was Esperant0.**


	3. The Witching Hour

**i wr0te this s0 we're m0ving right int0 p0sting it s0 i can get t0 the exciting part quicker!**

**2 updates in a day...? n0w i kn0w i must be dreaming. i never update this quickly! *gasp***

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><p>The young man in black armor sat in the library of Shadow Haunt, reading through spell book after spell book. He was learning much from his reading but he had yet to find the thing he began this search for. Kerbog flew down and dropped a book on the table in front of the boy. His face lit up when he read the title and he quickly began to read through it.<p>

"This is it." He said, preparing to recite the recollection spell that should return his memories.

He closed his eyes and concentrated beginning the incantation, "Nunc deperditi sunt inventi. Revertere quod periit. Memoriae et cogitationis hominis figura." (**check b0tt0m 0f chapter f0r translati0n**)

Crimson power flared in a circle around him and flowed into his temples, attempt to bring back lost memories. Then the pain came. It felt like being stabbed. The magic stopped, unable to do anything, and he fell to his hands and knees as the agony in his head continued.

To his right he heard the doors to the library open and a cold voice say, "Well, looks like one of the _heroes_ got lost. Let's show him the door!"

Icy shook her head and got to her feet. She looked around her but it appeared she was all alone. _Did those two ditch me?!_ She thought angrily. She balled her fists and punched the wall in rage. That was what did it.

Her rage quickly turned to astonishment and confusion and she saw her fist, which had made a dent in the wall. It was still dark purple and contained one of her sister's Gloomix. They were still in their Mega Trix form, which meant she was still in control. She smiled evilly. _Well, if I can't have the Ultimate Power I can at least rip the Shadow Fire out of Darkar!_

With her evil goal in mind she flew down the halls, her Gloomix leading her to the power that had created it. The power that was rightfully hers. She didn't bother looking in the rooms that she passed. She knew Darkar and the Shadow Fire weren't in them.

Instead she continued down the hall until she reached the big double doors that lead to the library. Her feel touched the ground and she pushed the door open. What she saw confused her. Darkar was nowhere in sight, but one of the stupid fairy's boyfriends was shivering on his hands and knees like he was in pain.

_I'm always up for crushing a hero._ She thought wickedly, _I could do with a warm up before I kill Darkar._

"Well, looks like one of the _heroes_ got lost. Let's show him the door!" she said with an icy edge in her voice. And shot a spike of ice directly at him.

Before the ice hit him he put out his hand and it melted a few feet away from him.

"What?!" the Mega Trix shouted.

He stood up and faced her, the pain in his head making his expression a grimace. She growled at him and shot a stream of ice at him, none of it even touching him. He walked towards her and she involuntarily took a step back.

It was either Darcy or Stormy that took the step. Icy could feel them waking up in their joint mind and knew they were on edge. He waved his hand and the three were suddenly split apart into three again and fell to the ground.

Icy growled and jumped up, trying to use her Ice Coffin spell, but it did nothing. Her opponent formed a ball of energy in his hand and threw it at her. It knocked her down and suddenly she felt weaker. Then Icy noticed that her Gloomix was dissolving. In a few second it was gone.

"Why you-" she started to shout, but he interrupted.

"You come into my home and attack me with a weapon created of my own magic. Perhaps some time in the Omega Dimension will teach you about boundaries."

He hit her with a blast of crimson magic and Darcy and Stormy were left to watch as Icy vanished before their eyes. The two stared at the place she had been in disbelief. Then they looked up at the "hero", fearing the same would happen to them. Instead, he simply returned to his chair at the table and began reading again.

They gazed at him warily, expecting a fight but he finally spoke to them, without looking up from his book, "You're free to stay so long as you don't disturb me or my home. Now, if you don't mind, I have research to do."

Six hours later and the two remaining witches in Shadow Haunt were curious about the "hero" that had single handedly defeat the most powerful of the three of them with seemingly no effort. Darcy and Stormy returned to the library where he still sat reading. The stack of books in front of him had grown considerably in the six hours since they last saw him.

"What are you doing?" Stormy asked bluntly, crossing her arms and cocking an eyebrow.

"Research." He answered. His voice was quiet and calm.

"Hmm. About what?" Darcy asked, sitting down at the table and glancing at the titles of the books.

He sighed and explained, "I am looking for a way to return my memories."

Now Stormy was interested too and sat down at the table next to Darcy.

"You can't remember anything?" the Storm Witch asked.

He shook his head, "No. Not even my own name."

A silence settled over the room then. It hung in the air like cobwebs hanging from the ceiling. Eventually he broke the silence by asking, "Did you know me?"

Darcy shrugged, "Not really. We've probably seen you before, but we wouldn't remember. For the last two years our coven has been too focused on destroying fairies to think about much else."

He sighed again and the silence returned. Darcy occupied herself reading the books he'd already read while Stormy kept pulling random books off the shelf then putting them back because she didn't like the title.

"Hey, I've been wondering." Stormy interrupted the silence, "Are you gonna take these back like you did Icy's?"

He looked up to see the witch gesture to her Gloomix. Darcy face-palmed at the question.

"No." he said after a long moment of thought on the matter, "Not unless you give me a reason to."

After that the two girls decided to help him look through the book for the answers he sought. They didn't like the idea of helping anybody, but they figured that they should or risk getting set to Omega. This guy had no memories but he was powerful. Their Gloomix told them that he possessed the Shadow Fire, which meant that he was far stronger than either of them. Common sense and self-preservation said that helping him would be a wiser decision than fighting him.

Of course, it wasn't that simple. It hardly ever was. Unlike Icy, Darcy and Stormy understood the concept of gratitude. When somebody does something for you then you do something for them. The last events of Realix were clearer now and they knew he had saved the three of them from Darkar's finishing attack, not that he remembered. Now he spared their lives from Omega, or worse, and was both allowing them to stay in Shadow Haunt _and_ to keep their Gloomix. The two felt obligated to help him. They'd felt obligated to help Darkar as well after he broke them out of peaceful prison and gave them power. Of course they also wanted revenge and to rule the universe, but one can only fail so many times at something before they realize their efforts are pointless. After seeing what happened to Icy it was starting to sink in that another "take over the universe" thing would land them some place horrible.

"Hey! I think I found something!" Stormy shouted from above them.

She floated down and showed him the book explaining, "Here. See? There's supposed to be some tree that can reverse curses by manipulating time or something."

He took a look at the book, reading the entire passage. Then nodded.

"Well, ladies, it appears we're headed to Linphea."

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><p><strong>first 0rder 0f business: that l0ng Latin spell. its a "Rec0llecti0n Spell" s0 its designed t0 return l0st mem0ries. its Latin and "Nunc deperditi sunt inventi. Revertere quod periit. Memoriae et cogitationis hominis figura." translates directly t0 "Lost now found. Return that perished. Shape memory and thought." but the 0riginal sentence i translated t0 Latin was "What is lost must now be found. Return what is gone. Memory and thought take shape.". The tw0 translati0ns pretty much mean the same thing th0ugh, s0 its alright.<strong>

**Sec0nd 0rder 0f Business: the Trix! n0, Icy's n0t g0ne. she'll be back, but i wanted t0 seperate her fr0m Darcy and St0rmy f0r a while t0 devel0pe their characters al0ng different paths instead 0f making them Icy's underlings all the time. i kinda get the feeling they aren't as cruel and heartless as she it and w0uld devel0pe that if she weren't ar0und.**

**Finally! We're g0ing t0 Linphea! YAY! c0nfr0ntati0n with Fl0ra is inevitable and we're g0ing t0 mess with Helia a bit m0re because he's fun t0 mess with. he'll pr0bably hate me f0rever f0r d0ing all this t0 him if he ever gets his mem0ries back...**


	4. Shockwave

**CHAPTER 4! *gasp* its here?! Already?! i'm just as sh0cked as y0u are. i th0ught f0r sure we'd be waiting weeks f0r this. 0h well. **

**anyway, first thing t0 address. Guest, the answer t0 y0ur questi0n is n0, Helia will n0t be evil. in fact, i'll be intr0ducing the villain in this chapter! i h0nestly can't see Helia being evil unless he were hit with the 0pp0situs spell. als0, please d0n't mimic the way i type. there's a reas0n i type this way.**

**Next item 0n the list! Fl0ra's in this chapter! s0's her sister! We're g0ing mess with Helia and we get t0 mess with Fl0ra. they will hate me f0r turning their lives upside d0wn, but its just s0 fun i c0uldn't help myself!**

**Lastly, i made a c0ncept 0f Helia in his c00l arm0r! if y0u want t0 see it c0py the f0ll0wing link and replace the c0mma with a d0t. **

** fav,me/d8cc4zd**

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><p>Flora had been invited to go shopping for dresses with the other girls for Stella's Princess Ball, but she'd opted to go home early instead. She thought that some time spent at home might make her feel better. Unfortunately their break was a lot shorter this year and she was dreading returning to Alfea. Ordinarily she'd be glad to go back and see her friends but she didn't want to go face an empty dorm room, or worse, a new roommate.<p>

Bloom's things were still exactly where she'd left them in their dorm room. It was a constant reminder that she was gone. Flora also knew that they'd be going on missions with the boys and she'd most likely never see Helia again. Like Bloom he was gone, lost to Realix.

Coming home had helped improve her mood a little, but not much. She loved seeing her family again and was spending a lot of time with her little sister, Rose, but the pain and sadness were always present at the back of her mind, like a dark cloud hanging over her head. At the moment Flora was sitting in her room thinking about Helia and Bloom.

A knock interrupted her moping and she told the person to come in. In the doorway stood Rose, out of breath.

Flora rushed to her and asked, worried, "What's wrong, sweetie? What happened?"

"I just… That… I…" Rose tried, but she was winded.

After the little red head took a deep breath she tried to explain again, "I was just playing over by the caves and I saw that boy."

"What boy, Rose?" Flora asked her sister, confused.

Rose looked up at Flora and said, "That dark haired boy you liked to talk about."

Shock crossed the nature fairy's face. She wanted to be angry, to shout at her sister and accuse her of lying, but she knew that Rose was telling the truth. There was nothing but honesty in the girl's eyes.

"I have to go." Flora told her little sister, then rushed out toward the caves.

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><p>A black clad teen approached the caves that housed the Sage of Linphea. He was accompanied by two girls that were certainly not from around here. The girls seemed agitated for some reason.<p>

"I'm not used to using the front door! Normally we break in from the back!" Stormy complained.

The group was on their way to see the Sage of Linphea to find the Black Willow to try to return the boy's memories. They'd learned of the tree from an ancient book that said that only the Sage knew how to reach it. The girl's agitation came from the lack of explosions and destruction in regards to the task, but the boy had insisted they go by more conventional and less dangerous methods.

"Hello." The armored teen greeted politely as they reached the Sage.

Stormy huffed, "Can we just tell it why we're here and go?"

"I already know why you're here. I know about everything. You seek the Black Willow." The Sage of Linphea replied.

Darcy put her hand on her hip, "Well can you tell us where it is?"

"You must travel to Lulia and find the waterfall that defies gravity. It will lead you to the cave were the tree resides. The Willow's tears reverse the flow of time."

The teen nodded and turned to walk away. Stormy and Darcy followed.

"Finally!" Stormy breathed her relief that the conversation had ended.

The Sage had one final statement as they left, "Be warned, you must touch the water without touching it."

Though none of them heard the Sage's warning.

It was a long way to Lulia. The three had to cross much of Linphea to reach it. While the boy admired the realm's natural beauty the two witches only complained and talked about how it would look so much better as a pile of ash.

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><p>Flora reached to caves moments after the group left. She entered, tears in her eyes and asked the Sage if Helia had truly been here.<p>

"The one you seek was here, searching for a way to regain what was taken from him, but his problem cannot be solved by the solution he's set out for." Was the response the crying girl was given.

Flora begged to know where he went and the Sage told her of the tree and its history. She thanked the Sage and went to find the boy she loved.

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><p>He sighed as the he and the two witched trekked up the mountain to the Black Willow's cave. This place was beautiful, with all the plants, animal, and nature. Flowers bloomed next to the path and he stopped and stared at them. They seemed to remind him of something…<p>

_Her long honey brown hair flowed behind her as she walked down the sidewalk in the park. He walked beside her, holding her hand. She breathed in the warm air deeply and let out a happy sigh. They walked like that for a while, just enjoying each other's company. Then something caught her attention. She knelt down and placed a hand on a small group of dying flowers. As she rubbed the petals they sparkled green before becoming bright and beautiful again. She smiled warmly at him as he knelt beside her and placed his arm around her shoulders._

_Her voice was soft and sweet as she said, "All they needed was a little love."_

It had happened again. Were these his memories this time? Who was that girl? _It feels like I knew her…_ he mused. The images were so blurry though he couldn't tell much about what she looked like. Perhaps it was just a day dream.

"Something wrong?" Darcy asked, approaching him.

He glanced back at the flowers a moment then shook his head, "It's nothing."

He caught up with Stormy. Darcy looked at the flowers then followed the two as they climbed the mountain.

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><p>Icy suddenly found herself in a frozen wasteland. Omega was meant to house the worst of the worst and keep them frozen until their sentence was up, but nothing could freeze the witch with the coldest heart in the universe. She glanced around her to find Darcy and Stormy, but discovered she was alone. Icy screamed in rage and shot a blast of ice into the air. This got the attention of the large Ice Snake that guarded the prisoners and it began chasing the intruder.<p>

She shot ice at the beast but it did nothing. The monster snake was immune to its own kind of power. She ran from it as it chased her, ducking into a cave. The ground was slick and she ended up sliding down the decline of the cave and soon ended up falling into a chasm.

Icy landed at the bottom of the trench unharmed and on her feet. As she took in her surroundings she noticed another prisoner of Omega sealed in ice. She approached him and read the named plaque on the ice.

"Baltor? Sentenced to live? You must be bad. Why don't we see if you're awake?"

She heard the hiss of the ice snake behind her and decided that she'd release this guy to distract the snake and get away. Icy worked her magic on the frozen man and after some concentration the ice shattered and he was free, just as a couple of snakes surrounded them. He seemed slightly disoriented by his sudden unfreezing, so Icy stepped behind him and pushed him toward the snake.

"It's you or me and I only look out for myself." She said.

The giant snake fired it magic at the man, but he shot a blast back at it that overpowered it magic and destroyed it. He then shot a blast over his shoulder and destroyed two more snakes, not even looking at them.

"Nice work, goth guy." Icy said, admiring his work.

He turned with a flourish then cracked his neck, "Thank you. I was in there for 17 years."

Icy placed a hand on her hip then asked incredulously, "Were you awake the whole time? Sounds boring."

He shrugged, "It gives you time to think."

"About what?"

"Mostly about who you're going to pay back and how." He answered simply.

Icy picked up the name plate she'd read earlier and grinned wickedly, "So you're Baltor? What do you say we break out of this popsicle stand together? I'll lead the-"

He began to answer the question right after she'd asked it, "Sure. Follow me."

"Hold up, Baltor!" Icy clenched her fists, "You're cool, you're obviously packing some power and if we team up we have a better chance of escaping, but I don't take orders. If you try to boss me around it would be a big mistake."

"Of course. It would be foolish to think otherwise." He stated then lead her to the way out.

They arrived at the stone portal soon.

"There it is. The gate to Tides." Baltor explained.

She examined it, "Looks sturdy."

"All we have to do is make a small hole in it. If I can get my energy out there I can take it down. The problem is that the gate is reinforced with magic."

She glared at it for a while then smiled that frigid smile again, "I just had a great idea. Hey, Ice Snake! Over here!"

Her call got the attention of one of the snake guards and it went after her. She ran out onto the portal and it chased her. As it shot its ice blast at her she floated in the air and redirected its attack at the gate. She merged her powers with the snake's and it was just strong enough to get through. Icy descended back to the ground near the gate and Baltor jumped down as well.

"I like your style." He complemented her.

She winked at him and said, "Back at ya, Baltor."

He concentrated his power on the gate and forced the power through to the other side. On Tides the mermaid guards noticed the open gate. Some of the power coming through the open gate diverged and struck them, leaving a mark in the shape of a V on their necks and they began turning into monsters.

"When my mark appears they become part of my minions and their power becomes mine." He explained, stealing the mermaid's power.

"Tides will soon be mine!" Baltor announced.

* * *

><p>Flora arrived at the Black Willow's cave just as the teen and the witches were approaching the tree.<p>

"Wait, Flora!" a young voice called, trying to catch up to her.

She turned and saw Rose running up to her, "Rose, sweetie, I told you to stay home."

"I know, but I wanted to help." Rose said, casting her eyes to the ground in guilt.

Flora knelt down and said, "You did help, Rose, you told me about Helia, but this could be dangerous and I don't want you to get hurt."

Rose sighed and Flora stood up, turning to the group that had arrived before her. The first thing she noticed was the witches. That confused her. She turned her gaze to the one leading the, expecting to see Icy. Instead she saw a familiar dark ponytail and tears formed in her eyes once more. It was him. It was Helia.

"H-Helia?" she managed to choked out.

Darcy and Stormy recognized the annoying voice of one of the fairies they despised and turned immediately. They glared at the nature fairy, but she gazed past them at the one leading them, pleading with her mind for him to turn around so she could see his face, so she could be sure it was truly him.

"You!" the two witches shout at her in disgust.

This caught the boy's attention and he began to turn to see what had set the girls off. He only caught a glimpse of what was going on before everybody's attention was diverted to a more pressing matter. The water has begun to churns and the ground was shaking. Flora was thrown off her feet by the quake. Darcy and Stormy took to the sky so they wouldn't fall over. Flora's attention turned to her sister who had been off to the side of her before the ground had started shaking. Now she stood at the river bank, close to the cave wall. Rose was trying to hold on to the wall and not fall in.

"What's going on?!" Stormy shouted over the rumbling to Darcy.

Darcy thought a moment, feeling the chaotic energy shift in the universe, "It's some kind of Dimensional Shockwave!"

"Well, where's it coming from?!" Stormy demanded.

Darcy shook her head and replied, "I don't know! It could be from any one of the realms!"

The two moved about in the air, dodging rocks that had begun to fall. The black clad teen was still on the ground. He swiftly avoided falling rocks with ease. It felt like he'd done this kind of thing all the time, even if he couldn't remember it it was ingrained in his muscle memory. Out of the corner of his eye he spotted a little red haired girl. She was scared as she clung to the cave wall. Her fear prevented her from noticing the rocks that were rapidly falling toward her.

Without a second thought he dashed toward the girl. As he reached her he picked her up by the back of her shirt and tossed her out of the way to safety. He was just in time because then the rocks fell on him and the quake made the ground give way, sending him into the water.

The girl rushed to her fallen sister, who was just getting up. Flora saw what happened and called out, "Helia!"

The witches saw too and flew down, looking at the churning water, trying to find the boy. Darcy saw a glint out of the corner of her eye and turned her gaze toward it.

"Over there!" she called to Stormy and the two flew over to where she was pointing.

The boy pulled himself out of the river and sat with his legs under him, trying to catch his breath. The witches stared at him, puzzled.

"Umm…" Stormy tried, but couldn't find words.

He looked at them and took note of their shocked expressions.

"What?" he asked.

The water ceased churning and the quaking stopped. The shockwave had passed, it seemed. He stood and looked at his reflection in the now calm water. His expression became one of shock as well as he saw himself. The tears of the Black Willow reversed time. Now he understood what that meant. He was younger. He still looked like himself. He was still recognizable, but he was younger, maybe about eleven or twelve.

He stumbled back and put a hand to his head. The pain was coming back again and it was far worse this time. The water had reversed time for him, but it could not rip the Shadow Fire from his soul or break the curse that the power had placed on him. Trying to break it just resulted in horrifying agony.

"We're leaving." He managed to tell the witches through the pain. With a wave of his hand the three disappeared in a flurry of crimson magic.

* * *

><p><strong>is it just me 0r did that chapter seem l0ng? i really wanted t0 fit all 0f the visit t0 Linphea in there. next chapter we'll check in with the 0ther girls. maybe check up with Tides. Balt0r's g0ing t0 be the villain, in case y0u hadn't guessed. his int0ducti0n was pretty much the same except it was 0nly Icy wh0 f0unf him instead 0f all the Trix. <strong>

**What d0 y0u think? tell me! and if y0u want t0 talk t0 me directly then hit me up 0n pesterchum/trollian. my username's misbegottenMisfit . if y0u just want t0 review that's 0k t00.**


	5. The Naming of Names

**i always w0ndered h0w the Trix g0t back fr0m Linphea after being thr0wn in the water and l0sing their p0wers, then i realise that Balt0r was pr0bably watching them the wh0le time and let them get chased ar0und by giant bugs f0r a bit bef0re saying "Alright i'm b0red n0w." then g0ing t0 get them and change them back. i mean, the effect 0f the water 0bvi0usly d0esn't wear 0ff 0f Farag0nda w0uld have turned back int0 a tree. Winx is 0ne 0f the few sh0ws i've watched where 'a wizard did it' is used as a valid excuse f0r all the pl0t h0les. that and '0h, its Bl00m'. when she d0es s0mething s0 amazing that n0ne 0f the 0ther characters can d0 its just written 0ff as it being a bl00m thing. "what, she g0t her enchantix with0ut making a sacrifice 0r even saving anyb0dy?" "Oh, its Bl00m." anyb0dy else n0tice this 0r is it just me?**

* * *

><p>Somehow a nice relaxing day at the beach had turned into a battle. The unusual part about it was that instead of a battle against someone it was a battle against nature. The ocean had suddenly become choppy and chaotic without cause or reason. The Winx girls, at least the ones who were present, had to quickly transform and use their powers to hold back a giant wave that threatened the beach goers. The remaining Heroes had been with the girls and had to help the civilians while the girls struggled with the wave.<p>

The boys: Sky, Brandon, Riven, and Timmy, got everybody to safety and the Winx dropped the wave.

"Help me!" they heard a small voice cry.

Layla spotted the source of the voice, a little girl, and dove into the water to rescue her. She grabbed the girl and made a disc of pink magic water molecules then rode the wave to shore. The sea had calmed down again and everybody was safe.

"Well I must say, that was… refreshing." Sky commented, wringing out his shirt.

"That wave's appearance was an anomaly." Techna stated.

Timmy nodded in agreement, "A big time anomaly."

"What do you think caused it?" Musa asked, crossing her arms.

Layla walked up to the group, "I'm pretty sure it was from a Dimensional Shockwave, and that means something terrible has happened to the heart of all oceans."

A splashing behind her caused Layla to turn back toward the water. A bright light shot up through the ocean and a mermaid appeared.

"Princess Layla!" the blond mermaid called.

"Syrene! I'm right over here!" the Fairy of Tides called.

The mermaid seemed deserate as she told her princess, "They said to tell you: Code Word Sandbar!"

"What does that mean?" Stella asked, confused.

Layla turned to her, a determined look on her face, "My realm is in trouble! I have to go immediately! I have to go through the ocean and I have to go right now."

Layla ran into the water before anybody could say anything and dived under. She didn't come back up.

Behind the girls a portal opened and Flora stepped through, still in her fairy form and looking more than a little rattled. Stella hurried over to her and asked, "What happened? You look awful!"

"We were at the Black Willow in Linphea when the ground started to shake and the water started churning…" She finished and took a few breathes.

"The same thing happened here! We were having a nice relaxing day at the beach then the ocean went crazy!" Stella told her friend.

Techna typed in some calculations on her handheld computer and said, "The Dimensional Shockwave appears to be affecting all the realms."

"There's one more thing." Flora told them sadly, "I'm pretty sure I saw Helia… and the witches."

They all stared at her in shock. Brandon was first to recover.

"Are you sure?" he asked.

Flora nodded, "Yes. I felt his energy. It was Helia."

Stella piped up, "If Helia and the witches are out there then that must mean that Bloom's alive too!"

Hope lit up in Sky's eyes as he heard the blond sun fairy say this. Bloom could be alive, out there somewhere. If she was then he was going to find her, and never let her go again.

* * *

><p>He groaned. It had been hours and his head still felt like somebody had shoved a hot knife in his skull. He buried his face in his pillow and screamed in pain. The boy had been in his room in Shadow Haunt since he, Darcy, and Stormy had gotten back. He'd only managed to remain standing long enough to get them home and hurry to his room. As soon as he'd gotten there and closed the door he'd collapsed on the floor, trying not to scream.<p>

It had taken him a whole half hour to collect himself enough to drag himself to his bed. Once there he'd crawled under the black tattered sheets and tried desperately to sleep off the persisting migraine, but it was stubborn and refused to give up so easily. So, instead of getting a few hours of sleep and waking up to the absence of pain he had been laying there for a few hours in too much agony to really move.

When would this end? He was no closer to find out who he was or even knowing his name and every time he tried to fix the problem the pain got worse and lasted longer. It was like a living nightmare. He screamed again, this time out of frustration toward his situation.

He heard the one of the double doors creak open somewhere to his right and heels click across the stone floor. He turned his head just enough to be able to see whole it was that had entered his room. Darcy stood by his bed and looked down at him, seeming unsure of what to do.

Things were still somewhat awkward between him and the witches. They seemed to being trying their hardest not to comment about his apparent shift in age. While he was grateful for their attempts not to mention how he looked like a child the uneasiness bothered him. Honestly, he'd probably prefer it if they'd just speak their minds regardless of the consequences like they usually did.

"Uh… Hey." The brunette greeted, avoiding looking into the one blue eye that stared up at her.

He blinked but didn't say anything, not wanting to take the change of opening his mouth. He feared he might scream from the pain if he did.

She shifted on her feet at the awkward silence, eventually deciding to sit next to him on the edge of the bed. Thankfully the pain was beginning to finally subside.

"I'm not really good at this whole 'caring' thing so I don't really know what people do in this kind of situation, but do you…" She cringed at her words, "…want to _talk_ about it?"

He used his arms to prop himself up so that he could look at her. It was very clear that this was difficult for her and she was disgusted with herself for doing something that could be considered "nice". He wasn't really in the mood for talking right now, but he may as well since this was probably the only chance he'd get.

He sighed, "It's just hard, not knowing who I am. I can't even tell you what to call me because I don't know my own name. Every time I try to solve the problem it puts me in pain. I have all this power and I can't use it for what I really need to. It's like walking through a maze where every path leads to a dead end."

"I know how that feels. My whole life's been nothing but dead ends. Every time we'd end up with power Icy would convince us to do something stupid and we'd lose it and end up worse than we started off." Darcy mused in response.

The two sighed and he let himself fall back onto the pillow. They stayed quiet for a while, thinking about their individual situations.

Darcy sighed again, "I'm… just gonna go."

"Yeah… ok…" He replied in almost a whisper.

She walked to the door, which she hadn't closed when she came in, but stopped with her had on the handle and turned toward him.

"You know, if it helps, I think I heard that dumb fairy call you 'Helia' or something..." She said before leaving and shutting the door behind her. He quickly propped himself up once more at her words and stared after her incredulously, a 'what?' prepared to be asked, but she had already gone. Opportunity missed, he let himself fall back onto the pillow again then curled up on his side. This time he was smiling.

_Helia…_ he thought. _My name's Helia._

* * *

><p>As Darcy closed the door Stormy walked up to her.<p>

"What were you doing?" the storm witch asked.

Darcy rolled her eyes, "Don't pretend you weren't listening."

"I may have overheard some… all of your conversation." Stormy shrugged then asked. "So, did you mean that?"

Darcy snorted, "Mean what?"

"What you said about Icy." Stormy clarified.

The two walked towards the throne room. Darcy thought about it all on the way there.

"Yeah." She finally answered when they got there, "I did."

* * *

><p><strong>b0th filler and furthering 0f the pl0t! winx d0esn't have en0ugh filler. s0 i'll take it up0n myself t0 write plenty 0f filler f0r this redux 0f seas0n 2's ending and seas0n 3.<strong>


	6. The Shifting Tides

**i've alm0st finished watching seas0n three again. i d0n't remember h0w it ended but i seri0usly h0pe that the ending wasn't as anticlimactic as the ending 0f seas0n 2. seas0n 2's last epis0de was s0 disapp0inting. they were in the middle 0f the battle with Darkar then suddenly 'p00f!' they're back fr0m Realix and everything's all g00d. i was at least h0ping f0r a real fight.**

**y0u kn0w, this is actually the sec0nd versi0n 0f this chapter. i was g0nna write 0ut their wh0le break at stella's princess ball and blah blah blah, but then i decided that wasn't necessary because its pretty much the same just with0ut Bl00m.**

* * *

><p>The events of vacation, even with how short it was, left the girls drained as they returned to Alfea for their third year. Layla was concerned about Tides and the threat of Baltor. Flora longed for her lost boyfriend. Stella was furious over what Chimera had done to her and at Countess Cassandra for spelling her father. And everybody was worked up over having to earn their Enchantix.<p>

Layla had explained to her friends what was going on on Tides, but when they offered to help she refused and wouldn't let her mind be changed. While she went to tell Head Mistress Faragonda that she would be leaving to her home to try to protect it, Stella was on a rampage. She was ranting on and on about Chimera and her kingdom and how her father was under a spell.

"Calm down, Stel'" Musa told her.

"Calm down? How can you expect me to calm down when that wannabe is trying to take my place as princess?!" The Fairy of The Sun fumed.

Musa pulled off her headphones and glared, "You know what? We have bigger things to worry about than your popularity!"

"Yes." Techna agreed, "We need to help Layla defend Tides and need I remind you that Bloom is still missing?"

"I know, but I can't help but worry about Daddy. That evil Countess has him in her clutches and there's nothing I can do." Stella sighed, sitting on the couch next to Flora.

The Nature Fairy put a hand on her friend's shoulder. It seemed like they were all having problems this year.

* * *

><p>Somewhere in a far off place, uninhabitable for humans and fairies alike, a girl was regaining consciousness after a long period of dormancy. This girl, had you looked at her, you might have recognized as the one who saved the universe from the Army of Decay, but upon closer inspection you would second guess your assumption.<p>

From a distance they two were identical, but close up you would notice this girl's golden cat-like eyes, dark outfit, and evil aura. After seeing this you'd swear that this girl was a completely different person, but you would be both right and wrong.

This girl was Bloom, but not the Bloom that had saved Alfea. This was the Bloom that had been prepared to hand over the Ultimate Power to one of the most evil beings in existence. This was Dark Bloom, but for all intents and purposes was simply "Bloom" as she was the only version of herself to carry that name at the moment. She was free to keep that name because the one who'd had it before her was dead, suffocated by darkness.

There was only one thing on this Bloom's mind at the moment: Power. And she was currently in the perfect place to obtain it. Where better for the bearer of that Dragon Fire to gain power than Pyros, island of dragons?

She got to her feet and gazed out across the landscape, smiling maliciously. Then she took flight. Even though she'd been unconscious she hadn't reverted back to being human. It seemed as though she may actually be bound to her fairy form. Curious…

* * *

><p>Princess Layla arrived in the palace on Tides. As soon as she got there she went to the throne room where she knew her parents would be.<p>

"Layla." Her mother said as the girl entered the room.

"Mom, Dad, are you ok?" She asked as the two approached her.

"Yes, dear." Her mom answered and hugged her daughter.

Her father hugged her too and said, "We're fine."

"Layla, the kingdom is in trouble." Her mother told her.

Layla turned her gaze toward the floor, "I know, but I plan to do everything in my power to save Tides."

"I know you're strong, but I fear for your safety, Layla." Her mother said.

Her father shook his head, "It's too dangerous. I'm not letting my only daughter risk her life."

"I have to do this, for Tides, for my friends, for the whole universe." Layla persisted.

Her father sighed, "If you really want to do this then I won't stop you."

* * *

><p><strong>this chapter's a little sh0rt. its m0stly filler. i als0 wanted t0 bring Bl00m back int0 the st0ry. next chapter will be m0re exciting.<strong>

**i wr0te a wh0le chapter with0ut Helia... That was strange. **


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